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On 27 October 2005, Malayan Banking Berhad (Maybank), Aseambankers Malaysia Berhad (Aseambankers) and Mayban Securities Sdn Bhd (Mayban Securities) had entered into a Memorandum of Understanding (MOU) with Amanah Saham Nasional Berhad (ASNB), a wholly owned subsidiary of Permodalan Nasional Berhad (PNB), for the sale of the entire issued and paid-up share capital of Mayban Unit Trust Berhad (MUTB) to ASNB (Proposed Disposal).

PNB is a substantial shareholder of Maybank and as such the Proposed Disposal is deemed a related party transaction pursuant to Paragraph 10.08 of Bursa Malaysia Securities Berhad’s Listing Requirements.

2. Salient Terms Of The MOU

Based on the MOU, if Maybank, Aseambankers, Mayban Securities (collectively the “Vendors”) and ASNB decide to proceed with the Proposed Disposal, the consideration payable by ASNB will be mutually agreed between the Vendors and ASNB after the completion of an independent valuation and due diligence review. In addition, both the Vendors and ASNB have to mutually agree to the terms and conditions of certain ancillary agreements to be entered into (which include, inter alia, the execution of a sale and purchase agreement for the Proposed Disposal).

Should the Vendors and ASNB be unable to agree to and execute the abovementioned ancillary agreements within four (4) months from the date of this MOU or any such other date which the parties may mutually agree, then the MOU shall become null and void thereafter.

3. Background Information On MUTB

MUTB was incorporated on 22 March 1990, with an authorized capital of RM5 million and a paid up capital of RM4 million. MUTB is currently 50%-owned by Maybank and 25%-owned by Aseambankers and Mayban Securities respectively. MUTB, a product manufacturer for unit trust funds has launched 12 conventional unit trust funds and 5 Islamic trust funds since its incorporation.

4. Financial Information On MUTB

For the financial year ended 30 June 2005, MUTB registered a net profit of RM10.1 million. Its net tangible assets (NTA) as at 30 June 2005 was RM24.6 million as compared to RM21.6 million at 30 June 2004.

5. Rationale

The divestment of MUTB is in accordance with a business strategy realignment that enables Maybank to enhance its focus on its core competencies and capture synergies from the strengths of both parties involved. The Maybank group of companies will continue to provide a wide range of products and services through its extensive distribution network, while capitalizing on the PNB’s established unit trust manufacturing capabilities.

6. Directors’ And Substantial Shareholders’ Interest

Tan Sri Mohamed Basir bin Ahmad, Datuk Abdul Rahman bin Mohd Ramli and Datuk Zainun Aishah binti Ahmad are currently nominees of PNB on the Board of Directors of Maybank (Board). Accordingly, these Directors are deemed interested in the Proposed Disposal, and have abstained, and will continue to abstain, on any Board deliberations pertaining to the Proposed Disposal.

Save for PNB and its managed schemes which are presently shareholders of Maybank, none of the other substantial shareholders or persons connected to them have any interest in the MOU.